Exhibit 99.2
EXECUTION COPY
RECEIVABLES PURCHASE AGREEMENT
between
USAA FEDERAL SAVINGS BANK
as Seller
and
USAA ACCEPTANCE, LLC
as Depositor
Dated as of June 1, 2005
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Table of Contents
Page
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Article I
Interpretation
Section 1.01. Definitions and
Usage.........................................1
Article II
Conveyance of Receivables
Section 2.01. Conveyance of
Receivables.....................................2
Section 2.02. The
Closing...................................................2
Article III
Representations and Warranties
Section 3.01. Representations and Warranties of
the Depositor...............3
Section 3.02. Representations and Warranties of
the Seller..................4
Article IV
Conditions
Section 4.01. Conditions to Obligation of the
Depositor.....................9
Section 4.02. Conditions to Obligation of the
Seller.......................10
Article V
Covenants of the Seller
Section 5.01. Protection of Right, Title and
Interest......................11
Section 5.02. Other Liens or
Interests.....................................12
Section 5.03. Costs and
Expenses...........................................12
Section 5.04. Hold
Harmless................................................12
Article VI
Indemnification
Section 6.01.
Indemnification..............................................12
Section 6.02.
Contribution.................................................15
Article VII
Miscellaneous Provisions
Section 7.01. Obligations of
Seller........................................15
Section 7.02. Repurchase
Events............................................15
Section 7.03. Depositor Assignment of
Repurchased Receivables..............15
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Section 7.04. Transfer to the
Issuer.......................................16
Section 7.05.
Amendment....................................................16
Section 7.06.
Waivers......................................................16
Section 7.07.
Notices......................................................16
Section 7.08. Costs and
Expenses...........................................17
Section 7.09. Representations of the Seller and
the Depositor..............17
Section 7.10. Confidential
Information.....................................17
Section 7.11. Headings and
Cross-References................................17
Section 7.12. GOVERNING
LAW................................................17
Section 7.13.
Counterparts.................................................17
Section 7.14. Third Party
Beneficiary......................................18
Section 7.15. No
Proceedings...............................................18
Exhibit A Matters Addressed in Opinion
of Seller's Counsel
Schedule A Schedule of Receivables
Schedule B Location of Receivable Files
Appendix A Definitions and Usage
ii
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RECEIVABLES PURCHASE AGREEMENT dated as of June 1, 2005 (as from
time to
time amended, supplemented or otherwise
modified and in effect, this
"Agreement"), between USAA FEDERAL SAVINGS
BANK, a federally chartered savings
association, as seller (in such capacity,
together with its permitted
successors and permitted assigns in such
capacity, the "Seller") and USAA
ACCEPTANCE, LLC, a Delaware limited
liability company, as depositor (together
with its successors and permitted assigns,
the "Depositor").
RECITALS
WHEREAS,
the Depositor desires to purchase a portfolio of receivables
and related property consisting of motor
vehicle installment loan contracts
originated by the Seller in the ordinary
course of its business;
WHEREAS,
the Seller and the Depositor wish to set forth the terms
pursuant to which such portfolio of
receivables and related property are to be
sold by the Seller to the Depositor;
and
WHEREAS,
the Depositor intends, concurrently with its purchase
hereunder, to convey all of its right,
title and interest in and to all of
such portfolio of receivables and related
property to USAA Auto Owner Trust
2005-2, a Delaware statutory trust (the
"Issuer") pursuant to a Sale and
Servicing Agreement dated as of June 1,
2005 (the "Sale and Servicing
Agreement"), by and among the Issuer, the
Depositor, USAA Federal Savings
Bank, as Seller and Servicer, and the
Issuer intends to pledge all of its
right, title and interest in and to such
portfolio of receivables and related
property to JPMorgan Chase Bank, National
Association, as Indenture Trustee
(the "Indenture Trustee") pursuant to the
Indenture dated as of June 21, 2005
(the "Indenture"), by and between the
Issuer and the Indenture Trustee.
NOW,
THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms
and covenants contained herein,
the parties hereto agree as follows:
Article I
Interpretation
Section
1.01. Definitions and Usage. Except as otherwise specified
herein or as the context may otherwise
require, capitalized terms used but not
otherwise defined herein are defined in
Appendix A hereto, which also contains
rules as to usage that shall be applicable
herein.
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Article II
Conveyance of Receivables
Section
2.01. Conveyance of
Receivables.
(a) In consideration of the Depositor's delivery to or upon the
order of the Seller on the Closing Date of
$855,142,559.59 (the "Purchase
Price"), the Seller does hereby irrevocably
sell, transfer, assign, set over
and otherwise convey to the Depositor,
without recourse (subject to the
obligations of the Seller set forth herein)
all right, title, and interest of
the Seller, whether now or hereinafter
acquired, in and to the Trust Property.
(b) The transfer, assignment and conveyance made hereunder
shall
not constitute and is not intended to
result in an assumption by the Depositor
of any obligation of the Seller to the
Obligors or any other Person in
connection with the Receivables and the
other Trust Property or any agreement,
document or instrument related thereto.
(c) The Seller and the Depositor intend that the transfer of
assets by the Seller to the Depositor
pursuant to this Agreement be a sale of
the ownership interest in such assets to
the Depositor, rather than the mere
granting of a security interest to secure a
borrowing. In the event, however,
that such transfer is deemed not to be a
sale but to be of a mere security
interest to secure a borrowing, the Seller
shall be deemed to have hereby
granted to the Depositor a security
interest in all accounts, money, chattel
paper, securities, instruments, documents,
deposit accounts, certificates of
deposit, letters of credit, advices of
credit, banker's acceptances,
uncertificated securities, general
intangibles, contract rights, goods and
other property consisting of, arising from
or relating to such Trust Property,
which security interest shall be perfected
and of first priority, and this
Agreement shall constitute a security
agreement under applicable law. Pursuant
to the Sale and Servicing Agreement and
Section 7.04 hereof, the Depositor may
sell, transfer and assign to the Issuer (i)
all or any portion of the assets
assigned to the Depositor hereunder, (ii)
all or any portion of the
Depositor's rights against the Seller under
this Agreement and (iii) all
proceeds thereof. Such assignment may be
made by the Depositor with or without
an assignment by the Depositor of its
rights under this Agreement, and without
further notice to or acknowledgement from
the Seller. The Seller waives, to
the extent permitted under applicable law,
all claims, causes of action and
remedies, whether legal or equitable
(including any right of setoff), against
the Depositor or any assignee of the
Depositor relating to such action by the
Depositor in connection with the
transactions contemplated by the Sale and
Servicing Agreement.
Section
2.02. The Closing. The sale and purchase of the Trust Property
shall take place at a closing at the office
of Sidley Austin Brown & Wood llp,
New York, New York on the Closing Date,
simultaneously with the closing under
(a) the Sale and Servicing Agreement, (b)
the Indenture and (c) the Trust
Agreement.
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Article III
Representations and Warranties
Section
3.01. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants as
follows to the Seller and the
Indenture Trustee as of the date hereof and
the Transfer Date:
(a) Organization and Good Standing. The Depositor is a limited
liability company duly organized, validly
existing and in good standing under
the laws of the State of Delaware, with all
requisite power and authority to
own its properties and to conduct its
business as such properties are
currently owned and such business is
currently conducted.
(b) Due Qualification. The Depositor is duly qualified to do
business as a foreign limited liability
company in good standing, and has
obtained all necessary licenses and
approvals in all jurisdictions where the
failure to do so would materially and
adversely affect the Depositor's ability
to acquire the Receivables or the other
Trust Property or the validity or
enforceability of the Receivables or the
other Trust Property.
(c) Power and Authority. The Depositor has all the limited
liability company power and authority to
execute, deliver and perform this
Agreement and the other Basic Documents to
which it is a party and to carry
out their respective terms; the Depositor
has full power and authority to sell
and assign the property to be sold and
assigned to and deposited with the
Issuer, and the Depositor shall have duly
authorized such sale and assignment
to the Issuer by all necessary limited
liability company action; and the
execution, delivery and performance of this
Agreement and the other Basic
Documents to which the Depositor is a party
have been duly authorized by the
Depositor by all necessary limited
liability company action.
(d) Binding Obligation. This Agreement and the other Basic
Documents to which the Depositor is a
party, when duly executed and delivered
by the other parties hereto and thereto,
shall constitute legal, valid and
binding obligations of the Depositor,
enforceable against the Depositor in
accordance with their respective terms,
except as the enforceability thereof
may be limited by bankruptcy, insolvency,
reorganization or similar laws now
or hereafter in effect relating to or
affecting creditors' rights generally
and to general principles of equity
(whether applied in a proceeding at law or
in equity).
(e) No Violation. The consummation of the transactions
contemplated by this Agreement and the
fulfillment of the terms hereof do not
conflict with, result in any breach of any
of the terms and provisions of, or
constitute (with or without notice or lapse
of time or both) a default under,
the limited liability company agreement of
the Depositor, or any indenture,
agreement or other instrument to which the
Depositor is a party or by which it
is bound, or violate any law, rules or
regulation applicable to the Depositor
of any court or federal or state regulatory
body, administrative agency or
other governmental instrumentality having
jurisdiction over the Depositor.
(f) No Proceedings. There are no proceedings or investigations
pending or, to the Depositor's knowledge,
threatened against the Depositor
before any court, regulatory body,
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administrative agency or other governmental
instrumentality having
jurisdiction over the Depositor or its
properties (i) asserting the invalidity
of this Agreement or any other Basic
Document to which the Depositor is a
party, (ii) seeking to prevent the
consummation of any of the transactions
contemplated by this Agreement or any other
Basic Document to which the
Depositor is a party or (iii) seeking any
determination or ruling that might
materially and adversely affect the
performance by the Depositor of its
obligations under, or the validity or
enforceability of, this Agreement or any
other Basic Document to which the Depositor
is a party.
(g) No Consents. The Depositor is not required to obtain the
consent of any other party or any consent,
license, approval, registration,
authorization, or declaration of or with
any governmental authority, bureau or
agency in connection with the execution,
delivery, performance, validity, or
enforceability of this Agreement or any
other Basic Document to which it is a
party that has not already been
obtained.
Section
3.02. Representations
and Warranties of the Seller.
(a) The Seller hereby represents and warrants as follows to the
Depositor and the Indenture Trustee as of
the date hereof and as of the
Transfer Date:
(i) Organization and Good Standing. The Seller is a
federally
chartered savings association duly organized and validly
existing
as a banking institution under the laws of the United States
and
continues to hold a valid certificate to do business as such,
and
has the
power to own its assets and to transact the business in which
it
is
currently engaged. The Seller is duly authorized to transact
business
and has
obtained all necessary licenses and approvals, and is in good
standing
in each jurisdiction in which the character of the business
transacted
by it or any properties owned or leased by it requires such
authorization.
(ii) Power and Authority. The Seller has the power and
authority
to make, execute, deliver and perform this Agreement and all
of the
transactions contemplated under this Agreement and the other
Basic
Documents to which the Seller is a party, and has taken all
necessary
action to authorize the execution, delivery and performance of
this
Agreement and the other Basic Documents to which the Seller is
a
party. When executed and
delivered, this Agreement and the other Basic
Documents
to which the Seller is a party will constitute legal, valid
and
binding obligations of the Seller enforceable in accordance
with
their
respective terms, except as enforcement of such terms may be
limited by
bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and by the availability
of
equitable
remedies and except as enforcement of such terms may be
limited by
receivership, conservatorship and supervisory powers of bank
regulatory
agencies generally.
(iii) No Violation. The execution, delivery and performance
by the
Seller of this Agreement and the other Basic Documents to which
the Seller
is a party will not violate any provision of any existing
state,
federal or, to the best knowledge of the Seller, local law or
regulation
or any order or decree of any court applicable to the Seller
or any
provision of the articles of association or incorporation or
the
bylaws of
the Seller, or constitute a breach of any mortgage, indenture,
contract
or other agreement to
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which the
Seller is a party or by which the Seller may be bound or
result in
the creation or imposition of any lien upon any of the
Seller's
properties pursuant to any such mortgage, indenture, contract
or other
agreement (other than this Agreement).
(iv) No Proceedings. There are no proceedings or
investigations pending or, to the Seller's knowledge, threatened
against
the Seller
before any court, regulatory body, administrative agency or
other
governmental instrumentality having jurisdiction over the
Seller
or its
properties (i) asserting the invalidity of this Agreement or
any
other
Basic Document to which the Seller is a party, (ii) seeking to
prevent
the consummation of any of the transactions contemplated by
this
Agreement
or any other Basic Document to which the Seller is a party or
(iii)
seeking any determination or ruling that might materially and
adversely
affect the performance by the Seller of its obligations under,
or the validity or enforceability
of, this Agreement or any other Basic
Document
to which the Seller is a party.
(v) Chief Executive Office. The chief executive office of
the Seller
is located at 10750 McDermott Freeway, San Antonio, Texas
78288.
(vi) No Consents. The Seller is not required to obtain the
consent of
any other party or any consent, license, approval,
registration, authorization, or declaration of or with any
governmental
authority, bureau or
agency in connection with the execution, delivery,
performance, validity, or enforceability of this Agreement or any
other
Basic
Document to which it is a party that has not already been
obtained.
(vii) No Notice.
The Seller represents and warrants that it
acquired
title to the Receivables and the other Trust Property in good
faith,
without notice of any adverse claim.
(viii) Bulk Transfer. The Seller represents and warrants
that the
transfer, assignment and conveyance of the Receivables and the
other
Trust Property by the Seller pursuant to this Agreement are not
subject to
the bulk transfer laws or any similar statutory provisions in
effect in
any applicable jurisdiction.
(ix) Seller Information. No certificate of an officer,
statement
or document furnished in writing or report delivered pursuant
to the
terms hereof by the Seller contains any untrue statement of a
material
fact or omits to state any material fact necessary to make the
certificate, statement, document or report not misleading.
(x) Ordinary Course. The transactions contemplated by this
Agreement
and the other Basic Documents to which the Seller is a party
are in the
ordinary course of the Seller's business.
(xi) Solvency. The Seller is not insolvent, nor will the
Seller be
made insolvent by the transfer of the Trust Property, nor does
the Seller
anticipate any pending insolvency.
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(xii) Legal Compliance. The Seller is not in violation of,
and the
execution and delivery by the Seller of this Agreement and the
other
Basic Documents to which the Seller is a party and its
performance
and
compliance with the terms of this Agreement and the other Basic
Documents
to which the Seller is a party will not constitute a violation
with
respect to, any order or decree of any court or any order or
regulation
of any federal, state, municipal or governmental agency
having
jurisdiction, which violation would materially and adversely
affect the
Seller's condition (financial or otherwise) or operations or
any of the
Seller's properties or materially and adversely affect the
performance of any of its duties under the Basic Documents.
(xiii) Creditors. The Seller did not sell the Receivables or
the other
Trust Property to the Depositor with any intent to hinder,
delay or
defraud any of its creditors.
(b) The Seller makes the following representations and
warranties
with respect to the Receivables, on which
the Depositor relies in accepting
the Receivables and in transferring the
Receivables to the Issuer under the
Sale and Servicing Agreement, and on which
the Issuer relies in pledging the
same to the Indenture Trustee. Such
representations and warranties speak as of
the execution and delivery of this
Agreement and as of the Transfer Date, but
shall survive the sale, transfer and
assignment of the Receivables to the
Depositor, the subsequent sale, transfer
and assignment of the Receivables by
the Depositor to the Issuer pursuant to the
Sale and Servicing Agreement and
the pledge of the Receivables by the Issuer
to the Indenture Trustee pursuant
to the Indenture.
(i) Schedule of Receivables. The information set forth in
Schedule A
to this Agreement with respect to each Receivable is true and
correct in
all material respects, and no selection procedures adverse to
the
Securityholders have been used in selecting the Receivables from
all
receivables owned by the Seller which meet the selection
criteria
specified
herein.
(ii) No Sale or Transfer. No Receivable has been sold,
transferred, assigned or pledged by the Seller to any Person other
than
the
Depositor.
(iii) Good Title. Immediately prior to the transfer and
assignment
of the Receivables to the Depositor herein contemplated, the
Seller had
good and marketable title to each Receivable free and clear
of all
Liens and rights of others; and, immediately upon the transfer
thereof,
the Depositor, has either (i) good and marketable title to each
Receivable, free and clear of all of all Liens and rights of
others, and
the
transfer has been perfected under applicable law or (ii) a
first
priority
perfected security interest in each Receivable.
(iv) Receivable Files. The Receivable Files shall be kept at
one or
more of the locations specified in Schedule B hereto.
(v) Characteristics of Receivables. Each Receivable (a) has
been
originated for the retail financing of a Financed Vehicle by an
Obligor
located in one of the States of the United States or the
District
of Columbia; (b) contains customary and
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enforceable provisions such that the rights and remedies of the
holder
thereof
are adequate for realization against the collateral of the
benefits
of the security; and (c) provides for fully amortizing level
scheduled
monthly payments (provided that the payment in the last month
in the
life of the Receivable may be different from the level
scheduled
payment)
and for accrual of interest at a fixed rate according to the
simple
interest method.
(vi) Compliance with Law. Each Receivable and each sale of
the
related Financed Vehicle complied at the time it was originated
or
made, and
complies on and after the Cut-off Date, in all material
respects
with all requirements of applicable federal, state, and local
laws, and
regulations thereunder, including usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
Credit
Reporting
Act, the Federal Trade Commission Act, the Magnuson-Moss
Warranty
Act, Federal Reserve Board Regulations B and Z, state
adaptations of the National Consumer Act and of the Uniform
Consumer
Credit
Code, and any other consumer credit, equal opportunity, and
disclosure
laws applicable to such Receivable and sale.
(vii) Binding Obligation. Each Receivable constitutes the
legal,
valid, and binding payment obligation in writing of the
Obligor,
enforceable by the holder thereof in all material respects in
accordance
with its terms, subject, as to
enforcement, to applicable bankruptcy,
insolvency, reorganization, liquidation and other similar laws
and
equitable
principles relating to or affecting the enforcement of
creditors'
rights.
(viii) No
Government Obligor. No Receivable is due from the
United
States of America or any state or from any agency, department,
instrumentality or political subdivision of the United States of
America
or any
state or local municipality and no Receivable is due from a
business
except to the extent that such receivable has a personal
guaranty.
(ix) Security Interest in Financed Vehicle. Immediately
prior to
the sale and assignment thereof to the Depositor as herein
contemplated, each Receivable was secured by a validly perfected
first
priority
security interest in the Financed Vehicle in favor of the
Seller as
secured party or all necessary and appropriate action with
respect to
such Receivable had been taken to perfect a first priority
security
interest in the related Financed Vehicle in favor of the Seller
as secured
party, which security interest is assignable and has been so
assigned
by the Seller to the Depositor.
(x) Receivables in Force. No Receivable has been satisfied,
subordinated, or rescinded, nor has any Financed Vehicle been
released
from the
Lien granted by the related Receivable in whole or in part.
(xi) No
Waiver. No provision of a Receivable has been waived
in such a
manner that such Receivable fails either to meet all of the
representations and warranties made by the Seller herein with
respect
thereto
pursuant to this Section 3.02.
(xii) No Amendments. No Receivable has been amended except
pursuant
to instruments included in the Receivable Files and no such
amendment
has
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caused
such Receivable either to fail to meet all of the
representations
a
